USATestprep Customer Agreement

 

This Agreement is entered into by and between USATestprep, Inc., a Georgia corporation having its principal place of business at 229 West Church Street, Cartersville, Georgia 30120 (“USATestprep”) and the entity identified as the username in the above login “Customer”.

 

Recitals

 

            WHEREAS, USATestprep operates is an online resource to help students effectively prepare for their graduation tests/exams;

 

            WHEREAS, Customer desires to obtain access for its teachers and students to USATestprep’s online services;

 

            NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows:

 

1.         Services.

 

USATestprep shall provide Customer, during the term of this Agreement, a user name, a teacher password and a student password to enable teachers employed by Customer (“Teachers”) and students enrolled in Customer’s classes (“Students”) to access USATestprep’s subscription-based website that helps students succeed on their high school graduation tests/exams (the “Services”).

 

2a.         Subscriber Compensation.

 

Upon execution of this Agreement by Customer, Customer shall pay to USATestprep a one-time fee for use of the Services during the term of this Agreement, in the amount of the invoiced price sent to Customer from USATestprep.

 

2b.         Free Trial Compensation.

 

(a)        Free Trial.  From the Effective Date until the expiration of  the “Free-Trial Period”, which is to be not more than seven (7) days,  Customer shall not be obligated to pay any fees to USATestprep.

 

3.         Term and Termination.

 

 

(a)        Either party may terminate this Agreement immediately upon the occurrence of any one or more of the following events: (i) the other party fails to pay when due any amounts required to be paid under this Agreement; (ii) the other party breaches any material term or provision of this Agreement; or (iii) the other party becomes insolvent, makes an assignment for the benefit of its creditors, institutes or becomes subject to any proceeding under any bankruptcy or similar laws for the relief of debtors, or seeks the appointment of, or becomes subject to the appoint of, any trustee or receiver for all or any portion of such party’s assets.

 

4.         Confidentiality of User Names and Passwords.

 

(a)        Customer is responsible for maintaining the confidentiality of the user name and passwords provided by USATestprep and is fully responsible for all activities that occur under the user name and passwords.  Customer is responsible for all usage or activity on its account, including use of the account by any third party authorized by Customer to use Customer’s user name and password, including Customer’s Teachers and Students.  Customer may not disclose its user name or passwords to anyone other than Customer’s Teachers and Students, who shall agree not to disclose the user name and passwords to any third party. Customer agrees not to publish username or password on any internet site or any internal document that is published on the internet. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Customer’s account, at USATestprep’s sole discretion, and USATestprep may refer Customer to appropriate law enforcement agencies.  Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of this Agreement without any refund by USATestprep to Customer.

 

(b)       Customer shall immediately notify info@usatestprep.com of any known or suspected unauthorized use(s) of Customer’s account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Customer’s password.

 

5.         Intellectual Property.

 

(a)        The Services are intended for use solely by Customer’s Teachers and Students.  All materials published by USATestprep (including, but not limited to test questions and answers published on the subscription-based website at www.usatestprep.com, also known as the “Content”) are protected by copyright, and owned or controlled by USATestprep or the party credited as the provider of the Content.  Customer shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Service.

 

(b)       The Service and its Contents are protected by copyright pursuant to U.S. and international copyright laws.  Customer, its Teachers and its Students may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the Content or the Service in whole or in part.

 

(c)        Without limiting the generality of the foregoing, Customer will not use any systematic retrieval process including without limitation, scrapers, robots, or bots, to collect, create, or compile Content or other data from the subscription-based website at www.usatestprep.com.

 

(d)       USATESTPREP^SM and the USATESTPREP^SM logo are trademarks of USATestprep and may not be used without written consent from USATestprep.

 

6.         Notices.

 

Unless otherwise set forth in this Agreement, all notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and either served personally, by e-mail, by facsimile or by registered mail.  The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:

 

If to USATestprep:

 

USATestprep, Inc.

229 West Church Street

Cartersville, Georgia 30120

Fax: (877) 456-9302

E-mail: info@usatestprep.com

 

 

7.         Warranty.

 

THE SERVICE IS PROVIDED “AS IS,” WITH ANY AND ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  USATESTPREP EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, WITH RESPECT TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY OR ACCESSIBILITY.

 

8.         Limitation of Liability.

 

USATESTPREP IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO YOUR USE OF THE SERVICE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  CUSTOMER’S SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS A REFUND OF THE UNUSED FEES PAID BY CUSTOMER UNDER THIS AGREEMENT.  THE FOREGOING REMEDIES UNDER THESE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

 

9.         Indemnification.

 

Customer agrees to indemnify and hold harmless USATestprep, as well as USATestprep’s officers, directors, employees, shareholders, affiliates, subsidiaries and agents, together with their successors and assigns, from any claim, damage, loss, expense, liability, obligation, action or cause of action (including reasonable attorneys’ fees) that Customer may or might sustain, pay or suffer, by reason of any act, omission or negligence by Customer with respect to the Service.  In connection therewith, USATestprep reserves the right to choose legal counsel to represent itself for any purpose including investigation and/or litigation of any claim, or potential claim, made against USATestprep.

 

10.       Governing Law and Jurisdiction.

 

This Agreement shall be governed by the laws of Atlanta, Georgia, USA (exclusive of the choice of law rules thereof).  The parties agree that any legal action brought under or in conjunction with this Agreement shall be brought in a court of appropriate jurisdiction in Atlanta, Georgia, USA, and venue shall be proper in that court.

 

11.       Entire Agreement.

 

This Agreement constitutes the entire agreement between the parties hereto with respect to the matters specifically addressed herein, supersedes any and all prior written and oral communications relating to matters dealt with herein and shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.  This Agreement shall not be amended or altered without the prior written consent of all parties.

 

12.       Counterparts.

 

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.  The parties stipulate that a facsimile or photocopy of an executed original will be admissible in evidence for all purposes in any proceeding.

 

13.       Headings.

 

The headings used in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement or any provision thereof.

 

USATestprep agrees to all conditions stated in this agreement.  Customer agrees to all statements and conditions listed above  and indicates consent by clicking on the “I agree” button below.